Common use of Payment of Fees of CPA Firm Clause in Contracts

Payment of Fees of CPA Firm. If the Net Working Capital as derived from the relevant amounts reflected on the Final Closing Balance Sheet is closer in amount to the Net Working Capital as reflected in the Balance Sheet Objection than to the Net Working Capital as reflected on the Preliminary Closing Balance Sheet, then Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B). If the Net Working Capital as derived from the relevant amounts reflected on the Final Closing Balance Sheet is closer in amount to the Net Working Capital as reflected on the Preliminary Closing Balance Sheet than to the Net Working Capital as reflected in the Balance Sheet Objection, then the Shareholders shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B). If the difference between the Net Working Capital as reflected on the Final Closing Balance Sheet and the Net Working Capital as reflected in the Balance Sheet Objection is equal to the difference between the Net Working Capital as reflected on the Final Closing Balance Sheet and the Net Working Capital as reflected on the Preliminary Closing Balance Sheet, then all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B) shall be paid one-half by Buyer and one-half by Shareholders.

Appears in 1 contract

Samples: Stock and Unit Purchase Agreement (Orion Energy Systems, Inc.)

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Payment of Fees of CPA Firm. If the Final Closing Net Working Capital as derived from the relevant amounts reflected on the Final Closing Balance Sheet is closer in amount to the Net Working Capital as reflected in the Balance Sheet Objection than to the Net Working Capital as reflected on the Preliminary Closing Balance Sheet, then Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B2.4(f)(ii). If the Final Closing Net Working Capital as derived from the relevant amounts reflected on the Final Closing Balance Sheet is closer in amount to the Net Working Capital as reflected on the Preliminary Closing Balance Sheet than to the Net Working Capital as reflected in the Balance Sheet Objection, then the Shareholders Shareholder shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B2.4(f)(ii). If the difference between the Final Closing Net Working Capital as reflected on the Final Closing Balance Sheet and the Net Working Capital as reflected in the Balance Sheet Objection is equal to the difference between the Final Closing Net Working Capital as reflected on the Final Closing Balance Sheet and the Net Working Capital as reflected on the Preliminary Closing Balance Sheet, then all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B2.4(f)(ii) shall be paid one-half by Buyer and one-half by ShareholdersShareholder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Steven Madden, Ltd.)

Payment of Fees of CPA Firm. If the Net Working Capital as derived from the relevant amounts reflected on the Final Closing Balance Sheet Working Capital Statement is closer in amount to the Net Working Capital as reflected in on the Balance Sheet Working Capital Statement Objection than to the Net Working Capital as reflected on the Preliminary Closing Balance SheetWorking Capital Statement, then Buyer Parent shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B2.11(e)(ii). If the Net Working Capital as derived from the relevant amounts reflected on the Final Closing Balance Sheet Working Capital Statement is closer in amount to the Net Working Capital as reflected on the Preliminary Closing Balance Sheet Working Capital Statement than to the Net Working Capital as reflected in on the Balance Sheet Working Capital Statement Objection, then the Shareholders Representative (on behalf of the Company Holders) shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B2.11(e)(ii). If the difference between the Net Working Capital as reflected on the Final Closing Balance Sheet Working Capital Statement and the Net Working Capital as reflected in on the Balance Sheet Working Capital Statement Objection is equal to the difference between the Net Working Capital as reflected on the Final Closing Balance Sheet Working Capital Statement and the Net Working Capital as reflected on the Preliminary Closing Balance SheetWorking Capital Statement, then all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B2.11(e)(ii) shall be paid one-half by Buyer Parent and one-half by Shareholdersthe Representative (on behalf of the Company Holders).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carbonite Inc)

Payment of Fees of CPA Firm. If the Net Working Capital as derived from the relevant amounts reflected on the Final Closing Balance Sheet Statement is closer in amount to the Net Working Capital as reflected in on the Balance Sheet Closing Statement Objection than to the Net Working Capital as reflected on the Preliminary Closing Balance SheetStatement, then Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B2.3(d)(ii). If the Net Working Capital as derived from the relevant amounts reflected on the Final Closing Balance Sheet Statement is closer in amount to the Net Working Capital as reflected on the Preliminary Closing Balance Sheet Statement than to the Net Working Capital as reflected in on the Balance Sheet Closing Statement Objection, then the Shareholders Seller shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B2.3(d)(ii). If the difference between the Net Working Capital as reflected on the Final Closing Balance Sheet Statement and the Net Working Capital as reflected in on the Balance Sheet Closing Statement Objection is equal to the difference between the Net Working Capital as reflected on the Final Closing Balance Sheet Statement and the Net Working Capital as reflected on the Preliminary Closing Balance SheetStatement, then all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B2.3(d)(ii) shall be paid one-half by Buyer Seller and one-half by ShareholdersBuyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (GAIN Capital Holdings, Inc.)

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Payment of Fees of CPA Firm. If the Net Working Capital as derived from the relevant amounts reflected on the Final Closing Balance Sheet is closer in amount to the Net Working Capital as reflected in the Balance Sheet Objection than to the Net Working Capital as reflected on the Preliminary Closing Balance Sheet, then Buyer the Companies shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B3.3(f)(ii). If the Net Working Capital as derived from the relevant amounts reflected on the Final Closing Balance Sheet is closer in amount to the Net Working Capital as reflected on the Preliminary Closing Balance Sheet than to the Net Working Capital as reflected in the Balance Sheet Objection, then the Shareholders Buyer shall pay all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B3.3(f)(ii). If the difference between the Net Working Capital as reflected on the Final Closing Balance Sheet and the Net Working Capital as reflected in the Balance Sheet Objection is equal to the difference between the Net Working Capital as reflected on the Final Closing Balance Sheet and the Net Working Capital as reflected on the Preliminary Closing Balance Sheet, then all fees and expenses of the CPA Firm in connection with the services provided pursuant to Section 2(e)(vii)(B3.3(f)(ii) shall be paid one-half by Buyer Buyer, on the one hand, and one-half by Shareholdersthe Companies, on the other hand.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inventure Foods, Inc.)

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